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I don't know how these things happen, but I'm glad they do. Let me explain. I have these friends, Brenda
and Adrian who are lots of fun to be around. Since we are all adults, the topics we talk about can get
pretty raunchy at times, but mostly it's normal conversation. And with me being the "odd man out", so to
speak, they pick on me unmercifully, but I tolerate it because of the fringe benefits. Apparently, I'm the
only guy who they feel safe enough to talk to openly. I think this is because I've told them the truth from
the beginning. That was the day I met them through a mutual friend (a guy), when we helped them move
into their apartment. That evening I'd somehow been left alone with them while our mutual friend went
to pick up the pizza. Adrian asked if I'd like to sleep over, saying "wanna sleep with two women
tonight?" That caught me off guard and I know I blushed. Of course I said yes, and she replied that the
couch was comfortable. Both of them laughed, and I looked at each of them in turn and told them "You
know, I'd be crazy if I passed up the chance to bed either one of you, and crazier to pass up both at once.
But I'm not the kind of guy who'll force himself on a woman." That seemed to amaze them that I'd say
something so straightforward and honestly. After that, we'd sit around talking into the wee hours quite
often, and every so often, the subject would be very sexual.
Now I never tried to hide it when I got hard either. I let them have a peek at the bulge anytime, and
sometimes they'd say things just to see if I'd go crazy. Yes, I did go home and have hairy palms
afterwards, but I kept my word.
So now you know the background, this might not seem so unusual. This started one recent weekend
when they visited me, supposedly to ask my opinion about a brand of TV sets. After we'd each had a
cold beer, Brenda remarked that it was exactly one month to the day that she'd broken up with her guy,
and that she was going crazy. Adrian laughed and asked her if that's why she'd been taking so long to get
dressed in the mornings. All good natured humor and kidding. I asked her why she'd broken off what
appeared to be a good relationship.
"Karl was kind of prudish." Brenda said, shaking her long brown hair behind her head. "All he ever
wanted to do was lick my tits and fuck me."
"Oh." I said thoughtfully. "One of those guys who thinks 'lesse, lick each tit three times, finger her pussy
and then she's ready'?"
"Well, he was better than that." Brenda said.
"But he wouldn't lick her pussy." Adrian added, almost giggling.
"You poor thing!" I replied. She'd been seeing Karl for almost a year, and not a lick in all that time!
"Not only that," Brenda added, "he'd never come in my mouth."
The way she said it made it seem like it was something she expected, like kissing. That turned me on, and
a bulge began to grow quickly.
"That can be easily solved." I muttered.
"Yeah, well, he's history." Brenda said. "Any guy who won't eat me but expects me to blow him is not
my kind of guy."
Both of them knew I liked to eat pussy, even though I'd never had the pleasure of either of them. We
talked a little more, with Brenda's woes the subject of much kidding and ribbing. I reviewed my back
issues of a consumer magazine with them, advising them on a TV. I was standing looking at the
magazine and they were on either side of me. Brenda stood just a little too close, her left breast pressing
against the back of my right arm. I intentionally brushed my arm over her tit as I turned the page and felt
her NOT move. A good sign I thought. Brenda has nice breasts, full, round, and with just enough size to
make them sag a little. Adrian on the other hand is a very thin, blue eyed blonde with almost no breasts
but a very fun-loving attitude.
I offered another beer but they declined, leaving to go look for a bargain on the models we decided were
good buys. That left me slightly frustrated. I busied myself with other things for a while, like cleaning
out my garage. Just as I finished and was going to jump into the shower, the phone rang. It was Adrian.
"How about dinner?" she asked.
"Fine." I said. "I was just going to shower. Say in about an hour?" I replied.
"A shower huh? Need any help?" Adrian said suggestively.
"Sure." I shot back. "The more the merrier. We can have lots of good slippery fun."
"Are you wearing anything right now?" Adrian said erotically.
I smiled to myself. "Yep."
"What?"
I suppressed a chuckle. "A smile."
"Really?" Adrian asked. I imagined her eyes getting wide.
"Uh-huh. Naked as a jaybird." I said calmly.
"No clothes at all?"
"That's the way you usually take a shower isn't it?" I asked sarcas- tically.
"Why don't you wear that over here when you come for dinner." Adrian said seductively.
"You want me to come for your dinner?" I asked, pretending to misunderstand her.
"Mmmmm. Among other things." Adrian said.
"See you in an hour then." I said.
Adrian broke the connection and I showered thoroughly. I dressed as I normally do; casually. Except for
the red nylon briefs I slipped on under my jeans. I drove the short distance over to their apartment and
knocked on the door.
Adrian greeted me wearing jeans and a tight fitting t-shirt that showed she wasn't wearing a bra (she
seldom needs too), and her nipples were trying to peek through the material. I entered and she feigned
disappointment that I wasn't stark naked. Brenda was wearing a t-shirt with some logo on it and a pair of
acid-washed denim shorts that showed off her ass and legs.
"Give us one minute to change and we'll go." Brenda said.
"What'd you have in mind for dinner?" I asked.
"Pizza?" Adrian piped up.
Nods from Brenda and me, so I suggested that changing wasn't needed for a pizza parlor. Off we went.
On the way, Adrian mentioned to Brenda that I'd been talking to her on the phone while stark naked (as
if she hadn't mentioned this before). Brenda made a comment about that putting some stiffness in my
phone cord, and we laughed. Adrian also mentioned the "come for dinner" joke. This went on until we
got our pizza, then the conversation seemed to die off a little.
About two hours later, we headed back to their apartment, full and happy. I'd only had two beers, but
they'd gone a bit further. Back at their place, we all collapsed on the sofa. That's when Adrian mentioned
the "come for dinner" comments again.
"Still want to come for dinner?" Adrian asked. Brenda chuckled.
"What?!" I exclaimed. "Are you STILL hungry?"
Adrian nodded, and licked her lips. "I'm always hungry for that."
"Gee, I don't know..." I started, only to get tickled into submission by Adrian. When she stopped, she
was half leaning over my lap, looking up at me. I kissed her briefly then said, "I'd love to come in your
mouth for you."
That's all it took. Adrian began unzipping my pants slowly. Her hand slid inside, and she felt the silky
smooth nylon and saw the bright red.
"Ooooh! Take a look at these!" she said to Brenda who was watching us with a grin. Brenda moved over
and slid her hand inside my pants, squeezing my cock through the warm nylon.
"Mmmm, my, my, my. Such sexy undies." She said. "Let's see what they look like on him.
I was undressed quickly, except for my red briefs. I remained sitting while they removed everything.
Adrian leaned down and kissed my hard shaft through the briefs, leaving a slight wet mark. I looked
over at Brenda, who's nipples were pressing hard through her bra and shirt.
"How would you like some good head?" I asked her, looking into her eyes. She didn't need to reply. I
saw her pupil dilate and contract, and Brenda stood up. She slid her shorts off her hips, letting them fall
to the floor. Her panties tied at the hip, and they fell away too. She started to move towards me.
"Uh-uh!" I said, shaking my head slowly. "If I'm going to be naked, let's all be naked." There wasn't any
argument. Brenda removed her shirt, revealing her bound breasts in a sheer bra. The bra unhooked in
back, and that made her tits wobble invitingly. In the meantime, Adrian stood up and removed her shirt,
showing me her lean torso and small tits. Her nipples were hard as pebbles. She shucked off her jeans,
revealing her completely shaved pussy. Standing there, except for the womanly flair of her hips, she
looked much like a little girl.
Adrian pushed me onto my back so that Brenda could sit on my face. Brenda's brunette pussy was
trimmed nicely, and her pussy was beautiful to look at. What I didn't expect was that she would taste so
good, or get so wet so quickly. Just as my tongue made contact with her cuntlips, Adrian's mouth
engulfed the head of my seven inch cock. The way she used her tongue and her mouth spoke of not only
her experience, but her love of sucking cocks.
Brenda's pussy was soaking my face. She was very wet and hot, hissing and gasping as I tried different
things. I let my hands explore her body above me while she rocked her cunt against my mouth. My hips
rocked slightly in and out of Adrian's mouth. Adrian knew how to keep things very interesting too. She'd
lick up and down the shaft quickly, then suck it for a bit, then repeat, this time licking all the way down
under my sagging balls. She even licked the insides of my thighs, making me very horny and willing to
fill her mouth.
Brenda was rocking back and forth quickly, supporting herself on the arm of the sofa. Her back was to
Adrian who was trying hard to make me cum. As Brenda rocked her hips back I slipped two fingers into
her drenched cunt as far as I could. She gasped and began to shake. I tongued her slit up and down
quickly, then sucked her clit hard, trying to make it fill with blood. When I released it, Brenda made a
guttural sound and began shaking violently, squeezing her legs around my head. Her thick creamy honey
flowed out of her, making my face slippery with her cum. I reached up and pulled on both nipples fairly
hard, and I was rewarded with her cunt pulsing and squeezing her juice into my waiting mouth.
Now that Brenda was taken care of, I could concentrate on my own pleasures. Eating Brenda's pussy had
me very horny, and Adrian showed no signs of wanting to stop. Brenda moved to the floor to watch, and
I just laid there, enjoying it. My face felt cool as the air hit my cream covered mouth and chin, and I
smiled down at Adrian.
"I want to suck you off next." I told her.
Adrian rolled her eyes back and sucked my whole cock into her mouth. This was something that she was
saving, and now she had me right near the edge. Her lips met my pubic hairs, and then she withdrew
slowly, making eager moaning noises which vibrated my cock, and twisting her head this way and that.
She used her tongue in a way that's hard to describe, and I grimaced as I felt the first surge beginning to
make its way up my cock.
"Drink my cum." I hissed as it surged up the shaft.
Adrian moaned as my sperm began gushing into her mouth, swishing over her tongue and splashing
against the back of her throat. I could hear her swallowing my cum, drinking me down greedily. I felt
like I could cum all night for her too.
Adrian let go of my cock as I stopped spurting, and then pumped it slowly, milking out the last drops to
run down over the head and her fingers. Brenda leaned over and licked up a little, savoring the taste.
Adrian smiled and then rubbed my sperm-slicked head over her right nipple, making it glisten.
"Hmm, you taste good." Adrian said, looking up at me and smacking her lips.
"Yeah, you do." Brenda echoed.
I grinned like a happy idiot.
Adrian licked me off while I relaxed. Or while I tried to relax. Brenda didn't want to be left out, so after a
minute she offered me a breast to suck. Her large nipples were hard and I sucked them like a baby, using
my lips to press down on them. Time passed. How long I'm not sure, but I was hard and ready to go
again.
This time Adrian knelt over my face, her bare, naked, pink pussy just inches above my face. Looking up
her body, she looked so young and slender that it made me feel guilty - but only for a moment. Her
pussy was slippery wet everywhere. I began sucking her cunt like a man possessed, and holding on to
her tiny ass. Brenda meanwhile slid my cock into her cunt and was riding me with feverent motions. I let
my hands explore Adrian's body, massaging her little tits and pulling on her sensitive nipples. Her cunt
juice was tangy, a bit saltier than Brenda's, but just as copious. I could feel her cream oozing down my
neck.
Adrian's clit was easy to find. A hard nub just at the top of her slit, begging for attention. I licked and
flicked my tongue over it until I felt Adrian begin to cum. And cum she did too! Her hands grabbed my
hair and she ground her cunt against my lips so hard I thought her wild undulations might break my
nose! Her twat made slurping noises and I could feel her spasms against my mouth. She was moaning
and still cumming so I was going to slip my fingers in her cunt too. I missed. My fingers, wet with her
cream, slid easily up her asshole, and she arched back, pressing her clit into my mouth. "Ohhh shit! I'm
cumming again!" she cried. By the time she slowed down, and I pulled my fingers from her ass, Adrian
had literally drenched my face in her girl-cum. It was running down my neck and into the hair behind
my head!
Brenda was still rocking slowly on my cock, her cunt spasming slowly as she had mini-orgasms. She was
cupping her tits when Adrian slithered to the floor, exhausted. I reached down and grabbed Brenda's
hips, and began to fuck her faster. I only needed about half a dozen strokes before Brenda began
shuddering in climax.
I let her relax, laying on my chest. When her hips began moving slowly again, I looked down at her and
stroked her hair.
"Want me to cum in your mouth or your pussy?" I asked.
Brenda considered for a second. "How about both?" she said.
I thought for a moment. "Okay. I think I can work that out."
She looked at me skeptically. I told her to follow my lead. Then I told Adrian to move the coffee table
away. As she did, I began fucking Brenda as hard and fast as I could. She sat up, letting her tits hang
down and jiggle while my cock slammed into her cunt.
"Cum in me." Brenda said. "Cum in me, cum in me, cum inme, cuminme, cuminme!" Over and over she
repeated that, until I could feel my sperm rising.
"I'll cum in your mouth AND your cunt!" I hissed harshly.
"Ohhh, yeah! Cum in my mouth too!"
My cock jabbed deep into her slippery twat and I held her hips still. My cum began to spurt, and as soon
as the first stream jetted into her warm, wet body, I pushed and rolled us to the floor. In the process, I
pulled out of her and moved up her body, straddling her and pointing my cock down. Sperm gushed like
a hose from my cock, leaving a thick white trail from her cuntlips to her tits. Brenda opened her mouth
and I squirted more thick cum even as my cock lowered to her waiting lips. Brenda sucked and milked
me, swallowing the thick sperm easily. She kept on milking my cock until I was dry, then she began
licking my balls.
I finally moved aside, sitting on the floor. I watched as Adrian leaned forward and wiped up some of my
jism from Brenda's stomach and licked it off her fingers. She glanced at Brenda, who smiled back at her,
and then Adrian began to lick my cum off her roomie. She wiped some from Brenda's cunt and licked
her fingers, then repeated it, letting Brenda taste it. They laughed a little and then Adrian kissed me and
squeezed my cock.
"You never told us you came so much and tasted so good." Adrian said.
"You never asked." I replied.
"Smart ass." Brenda said.
"What else didn't you tell us?" Adrian asked.
I looked at her and smiled. "I didn't tell you how much I wanted to fuck your tight little ass and cum
inside your butt."
Adrian's eyes widened, then she kissed me again. When she stopped, she looked over at Brenda.
"Do you think we can keep him?"
Ever since then, we've been the best of friends!
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